ENRC: Noonday Asset Management LLP: Form 8.3 - Eurasian Natural Resources
Corporation plc
UK Regulatory Announcement
LONDON
FORM 8.3
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
Rule 8.3 of the Takeover Code (the “Code”)
1. KEY INFORMATION
Noonday Asset Management LLP (on
(a) Identity of the person whose behalf of funds managed jointly
positions/dealings are being disclosed: with Farallon Capital Management,
L.L.C. and Farallon Partners,
L.L.C.)
(b) Owner or controller of interests and
short positions disclosed, if different
from 1(a):
The naming of nominee or vehicle
companies is insufficient
(c) Name of offeror/offeree in relation
to whose relevant securities this form
relates: Eurasian Natural Resources
Corporation plc
Use a separate form for each
offeror/offeree
(d) If an exempt fund manager connected
with an offeror/offeree, state this and
specify identity of offeror/offeree:
(e) Date position held/dealing 30 August 2013
undertaken:
(f) Has the discloser previously
disclosed, or are they today disclosing, Yes, Kazakhmys plc
under the Code in respect of any other
party to this offer?
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the offeror or
offeree to which the disclosure relates following the dealing (if any)
Class of relevant security: USD 0.20 ordinary shares
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or
controlled:
(2) Derivatives (other than options): 23,260,867 1.81
(3) Options and agreements to
purchase/sell:
TOTAL: 23,260,867 1.81
All interests and all short positions should be disclosed.
Details of any open derivative or option positions, or agreements to purchase
or sell relevant securities, should be given on a Supplemental Form 8 (Open
Positions).
(b) Rights to subscribe for new securities (including directors’ and other
executive options)
Class of relevant security in relation to which subscription right exists:
Details, including nature of the rights concerned and relevant percentages:
If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE
(a) Purchases and sales
Class of relevant Purchase/sale Number of securities Price per unit
security
(b) Derivatives transactions (other than options)
Nature of dealing
Class of Product Number of Price
relevant description e.g. opening/closing a reference per
security long/short position, securities unit
e.g. CFD increasing/reducing a
long/short position
USD 0.20 CFD Increasing a long position 351,317 USD
ordinary 3.5375
(c) Options transactions in respect of existing securities
(i) Writing, selling, purchasing or varying
Writing, Number of Type Option
Class of Product purchasing, securities Exercise money
relevant description selling, to which price e.g. Expiry paid/
security e.g. call varying option per unit American, date received
option etc. relates European per unit
etc.
(ii) Exercising
Class of relevant Product description Number of Exercise price
security securities per unit
e.g. call option
(d) Other dealings (including subscribing for new securities)
Nature of dealing
Class of relevant Details Price per unit (if
security e.g. subscription, applicable)
conversion
The currency of all prices and other monetary amounts should be stated.
Where there have been dealings in more than one class of relevant securities
of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as
appropriate) for each additional class of relevant security dealt in.
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or
understanding, formal or informal, relating to relevant securities which may
be an inducement to deal or refrain from dealing entered into by the person
making the disclosure and any party to the offer or any person acting in
concert with a party to the offer:
If there are no such agreements, arrangements or understandings, state “none”
None
(b) Agreements, arrangements or understandings relating to options or
derivatives
Details of any agreement, arrangement or understanding, formal or informal,
between the person making the disclosure and any other person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant
securities to which any derivative is referenced:
If there are no such agreements, arrangements or understandings, state “none”
None
(c) Attachments
Is a Supplemental Form 8 (Open Positions) attached? NO
Date of disclosure: 2 September 2013
Contact name: Kate Pickard
Telephone number: 020 7747 8800
Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service and must also be emailed to the Takeover Panel at
monitoring@disclosure.org.uk. The Panel’s Market Surveillance Unit is
available for consultation in relation to the Code’s dealing disclosure
requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.
Contact:
Noonday Asset Management LLP